Exhibit 4.5
Form of Income Distribution Agreement
CONFIRMATION
From:
MACRO Securities Depositor, LLC
MACROShares Up Oil Benchmark Holding Trust
To: MACRO
Securities Depositor, LLC
MACROShares Down Oil Benchmark Holding Trust
Date: June
,
2006
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Re: Income
Distribution Agreement
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Ladies and Gentlemen:
This letter agreement (this "Confirmation") is intended to confirm
the
terms and conditions of the transaction (the "Transaction") entered
into between
us on the Trade Date set forth below.
1. The
definitions and provisions contained in the 2000 ISDA
Definitions
(the "Definitions"), as published by the International Swaps and
Derivatives
Association, Inc., are incorporated into this Confirmation. Any
capitalized
terms used but not defined herein or in the Definitions shall have
the meanings
set forth in the Down-MACRO Holding Trust Agreement (the
"Down-MACRO Holding
Trust Agreement") or the Up-MACRO Holding Trust Agreement (the
"Up-MACRO Holding
Trust Agreement"), each dated as of June , 2006, among MACRO
Securities
Depositor, LLC, [
], as Trustee, and [
], as Administrative
Agent and Marketing Agent. In the event of any inconsistency
between any such
definitions and provisions and this Confirmation, this Confirmation
will govern.
This Confirmation supplements, forms a part of, and is subject to,
the
ISDA Master Agreement (Multicurrency-Cross Border) dated as of June
, 2006, as
amended and supplemented from time to time (the "Agreement"),
between the
MACROShares Up Oil Benchmark Holding Trust (the "Up-Macro Holding
Trust") and
the MACROShares Down Oil Benchmark Holding Trust (the "Down-Macro
Holding
Trust"). All provisions contained in the Agreement shall govern
this
Confirmation except as expressly modified below. In the event of
any
inconsistency between the provisions of the Agreement and this
Confirmation,
this Confirmation will prevail for the purposes of this
Transaction.
2. The
terms of the particular Transaction to which this Confirmation
relates are as follows:
Trade Date:
______, 200_
Effective Date:
______, 200_
Termination Date:
The earlier of (i) ______, 2026, which is the
Final Scheduled Termination Date, and (ii) an
Early Termination Date (as used herein having
the meaning set forth in the Up-MACRO Holding
Trust Agreement and the Down-MACRO Holdi
